• Section 4 Section 4 Names and Change of Names

    • Article 33 - Registration of Name

      (1) The name of an Investment Club must:
      a. be written using letters of the English alphabet or in other characters approved by the CRO; and
      b. end with the expression "Limited Liability Company (Investment Club)"; or the abbreviation "llc(ic)" or "LLC(IC)".
      (2) An Investment Club shall not be registered by a name:
      a. that includes "Limited Liability Company (Investment Club)" or either of the abbreviations "llc(ic)" or LLC(IC)" (except at the end);
      b. which is the same as a name appearing on the index of names maintained by the CRO or by the Ministry of Economy and Commerce in the State; or
      c. which in the opinion of the CRO is offensive or otherwise undesirable.
      (3) Except with the approval of the CRO, an Investment Club shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.
      Derived (as from 20th December 2016).

    • Article 34 - Change of Name

      (1) An Investment Club may, by Special Resolution, change its name at any time to another name with which an Investment Club may be registered under Article 33.
      (2) Where an Investment Club changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.
      (3) A notice delivered under Article 34(2):
      a. shall be in a form prescribed or approved by the CRO; and
      b. shall be signed by a director or secretary of the Investment Club or authenticated in a manner approved by the CRO.
      (4) Where the CRO receives a notice under Article 34(2) it shall (unless the new name is one by which an Investment Club may not be registered):
      a. enter the new name on the register in place of the former name; and
      b. issue a certificate of the change of name.
      (5) The change of name has effect from the date on which the certificate referred to in Article 34(4)(b) is issued.
      Derived (as from 20th December 2016).

    • Article 35 - Effect of Change of Name

      A change of name by an Investment Club does not:

      (1) affect any of its rights or duties; or
      (2) render defective any legal proceedings by or against it, and any legal proceedings that might have been commenced or continued against it in its former name may be commenced or continued against it in its new name.
      Derived (as from 20th December 2016).

    • Article 36 - Power to Require Change of Name

      (1) Where an Investment Club has been registered by a name which:
      a. is the same or, in the opinion of the CRO, too like a name appearing at the time of registration in the index maintained by the CRO; or
      b. is the same as or, in the opinion of the CRO, too like a name which should have appeared in the index at that time,
      the CRO may within 12 months of that time in writing direct the Investment Club to change its name within such period as it may specify.
      (2) If it appears to the CRO:
      a. that misleading information has been given for the purpose of the registration of an Investment Club by a particular name; or
      b. that undertakings or assurances have been given for that purpose and have not been fulfilled
      it may, within 5 years of the date of its registration by that name, in writing direct the Investment Club to change its name within such period as the CRO may specify.
      (3) If in the CRO's opinion the name by which an Investment Club is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct the Investment Club to change its name within such period (being not less than 30 days) as the CRO may specify.
      (4) The Investment Club may, within 21 days from the date of any direction under Article 36(1), (2) or (3), apply to the Regulatory Tribunal to set it aside and the Regulatory Tribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.
      (5) Where a direction has been given under Article 36(1), (2) or (3) specifying a period within which an Investment Club is to change its name, the CRO may at any time before that period ends extend it by a further direction in writing.
      Derived (as from 20th December 2016).

    • Article 37 - Improper Use of Limited Liability Company (Investment Club)

      If a person that is not an Investment Club carries on a business under a name or title that includes:

      a. "Limited Liability Company (Investment Club)"; or
      b. any contraction or imitation of that expression

      that person, contravenes these Regulations.

      Derived (as from 20th December 2016).

    • Article 38 - Similarity of Names

      In determining for the purpose of this Section 4 whether one name is the same as another the following are to be disregarded:

      (1) "the" as the first word of a name is to be disregarded;
      (2) any of the following at the end of the names is to be disregarded:
      a. "limited liability company";
      b. "company";
      c. "limited";
      d. "limited liability company (investment club)";
      e. and any abbreviation thereof;
      (3) type and case of letters are to be disregarded;
      (4) accents, spaces between letters and punctuation marks are to be disregarded; and
      (5) "and" and "&" are to be taken as the same.
      Derived (as from 20th December 2016).